--- schema_version: "secwatch.filing_event.v1" accession: "0001635984-24-000019" form_type: "8-K" ticker: null cik: "0001635984" company_name: "National Western Life Group, Inc." filed_at: "2024-07-09T23:59:59+00:00" generated_at: "2026-05-31T22:36:20.306280+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # National Western Life acquired by Prosperity in $1.9B all-cash merger; shares get $500 each ## Summary - SUSA acquired National Western for ~$1.9B; each share of NWLI common stock received $500 cash. - Merger closed on July 9, 2024, after shareholder approval on Jan 8, 2024 and all regulatory approvals. - All prior directors resigned; Nicholas von Moltke appointed CEO and President of the surviving company. - NWLI Class A Common Stock will be delisted from Nasdaq; no 2024 annual meeting will be held. - National Western Life Insurance subsidiary redomesticated from Colorado to Arizona. ## SEC filing metadata - accession: 0001635984-24-000019 - form_type: 8-K - cik: 0001635984 - company_name: National Western Life Group, Inc. - filed_at: 2024-07-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/nwli-20240709.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001635984-24-000019 - JSON: https://secwatch.observer/filing/0001635984-24-000019.json - Plain text: https://secwatch.observer/filing/0001635984-24-000019.txt ## Key facts - Executive change Stephen E. Glasgow departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Ross R. Moody was terminated as other_named_officer at National Western Life Group, Inc.. - Action: terminated source text: Effective as of the business day following the Effective Time, the employment of each of Ross R. Moody and Rey Perez will terminate evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Todd M. Wallace departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Nicholas von Moltke was appointed as Chief Executive Officer and President at National Western Life Group, Inc.. - Action: appointed - Role: Chief Executive Officer and President source text: The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Drew Westall was appointed as Treasurer at National Western Life Group, Inc.. - Action: appointed - Role: Treasurer source text: The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Ross R. Moody departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Charles D. Sonny Milos departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change David S. Boone departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Nicholas von Moltke was appointed as Director at National Western Life Group, Inc.. - Action: appointed - Role: Director source text: The board of directors of the surviving corporation effective as of, and immediately following, the Effective Time, consisted of the members of the board of directors of Merger Sub immediately prior to the Effective Time, being Nicholas von Moltke (the “ New Director ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Rey Perez was terminated as other_named_officer at National Western Life Group, Inc.. - Action: terminated source text: Effective as of the business day following the Effective Time, the employment of each of Ross R. Moody and Rey Perez will terminate evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change E. Douglas McLeod departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Dr. Thomas A. Blackwell departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change E. Jere Pederson departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Zachary Jones was appointed as Chief Financial Officer at National Western Life Group, Inc.. - Action: appointed - Role: Chief Financial Officer source text: The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Frances A. Moody-Dahlberg departed as Director at National Western Life Group, Inc.. - Action: ceased - Role: Director source text: Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - Executive change Ann-Kelley Winn was appointed as Secretary at National Western Life Group, Inc.. - Action: appointed - Role: Secretary source text: The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm - M&A Transactions National Western Life Group, Inc. underwent a change of control involving S. USA Life Insurance Company, Inc. (SUSA), a company of the Prosperity Life Group for Total Merger Consideration is approximately $1.9 billion, with each share of Common Stock converted into the right to receive $500.00 per share in cash (closed 2024-07-09). - Action: change of control - Counterparty: S. USA Life Insurance Company, Inc. (SUSA), a company of the Prosperity Life Group - Consideration: Total Merger Consideration is approximately $1.9 billion, with each share of Common Stock converted into the right to receive $500.00 per share in cash - Closing: 2024-07-09 source text: time of the Merger (the “ Effective Time ”), each share of Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $500.00 per share, net in cash, without interest and less any amounts that are required to be deducted and withheld under applicable law (the “ Merger Consideration ”). Including the evidence_url: https://www.sec.gov/Archives/edgar/data/1635984/000163598424000019/0001635984-24-000019-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.